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                                                                     Exhibit 3.4


                       ANCHOR GLASS CONTAINER CORPORATION

                         CERTIFICATE OF DESIGNATIONS OF
                     SERIES C PARTICIPATING PREFERRED STOCK

                  Anchor Glass Container Corporation (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify that, pursuant to authority conferred
upon the Corporation's Board of Directors (the "Board") by the Corporation's
Amended and Restated Certificate of Incorporation, as amended (the
"Certificate"), and pursuant to Section 151 of the General Corporation Law of
the State of Delaware, the Board at a meeting duly held, adopted resolutions (a)
authorizing a new series of the Corporation's previously authorized preferred
stock, $0.01 par value per share, and (b) providing for the Designations,
preferences and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, of 75,000 shares of Series
C Participating Preferred Stock of the Corporation, as follows:

                  RESOLVED, that the Corporation is authorized to issue 75,000
shares of Series C Participating Preferred Stock, $0.01 par value per share (the
"Series C Preferred Stock"), which shall have the following powers,
Designations, preferences and other special rights:

         1.       Ranking. The Series C Preferred Stock shall rank, with respect
to dividend distributions and distributions upon a Liquidation Event (as defined
in Section 3(a) herein), senior to all classes of common stock of the
Corporation (including the Common Stock, $.10 par value per share, of the
Corporation) and senior to or on parity with any other class of capital stock or
series of preferred stock established after the Series C Issuance Date by the
Board. All classes of Common Stock of the Corporation and any other class of
capital stock or series of preferred stock established after the Series C
Issuance Date to which the Series C Preferred Stock is senior, are collectively
referred to herein as "Junior Securities".

         2.       Dividend Provisions.

                  (a)   The holders of shares of Series C Preferred Stock shall
be entitled to receive dividends, in cash, out of any assets of the Corporation
legally available therefor, prior and in preference to any declaration or
payment of any dividend on any Junior Securities, at the rate of twelve percent
(12%) of the Series C Liquidation Preference Payment (as defined in Section 3
herein) per annum. Such dividends shall be cumulative, shall compound quarterly
and shall accrue daily from the date that any shares of Series C Preferred Stock
are first issued (the "Series C Issuance Date") until paid.

                  (b)   To the extent any dividends are to be paid to holders of
Common Stock of the Corporation (or funds are set aside for such payment) (the
"Junior Dividends"), the holders of shares of Series C Preferred Stock shall be
entitled to receive additional dividends, in cash or in kind, out of any assets
of the Corporation legally available therefor, prior and in preference to any
declaration or payment of the Junior Dividends, equal to fifteen percent (15%)
of the total amount of Junior Dividends, to be paid pro rata among the holders
of Series C Preferred Stock in proportion to the number of shares of such stock
owned by each such holder. Junior Dividends
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shall be paid subject to the prior payment of all dividends (including any
accrued but unpaid dividends from the date of issuance through the date of such
payment) to each of the holders of Series C Preferred Stock.

         3.       Liquidation Preference.

                  (a)   In the event of any liquidation, dissolution or winding
up of the Corporation (a "Liquidation Event"), whether voluntary or involuntary,
the holders of shares of Series C Preferred Stock shall be entitled to receive,
prior and in preference to any payment or distribution of any of the assets of
the Corporation to the holders of any Junior Securities, by reason of their
ownership thereof, an amount per share equal to the sum of (i) $1,000 per share
(the "Series C Issuance Price") and (ii) an amount equal to all accrued and/or
declared but unpaid dividends on such share, computed to the date payment
thereof is made (together with the Series C Issuance Price, the "Series C
Liquidating Preference Payment"). If upon the occurrence of any Liquidation
Event, the assets and funds to be distributed among the holders of Series C
Preferred Stock shall be insufficient to permit the payment to such holders of
the full aforesaid preferential amounts, then the entire assets and funds of the
Corporation available for distribution shall be distributed pro rata among the
holders of Series C Preferred Stock in proportion to the number of shares of
such stock owned by each such holder.

                  (b)   After payment of the amounts set forth by Section 3(a)
(and any amounts required to be paid to any shares or series of preferred stock
which, with respect to rights on a liquidation, dissolution or winding up, rank
pari passu with or junior to the Series C Preferred Stock), the holders of
Series C Preferred Stock shall receive fifteen percent (15%) of the remaining
assets of the Corporation, pro rata among the holders of Series C Preferred
Stock in proportion to the number of shares of such stock owned by each such
holder bears to the total number of shares of such stock then outstanding, and
the holders of Common Stock shall receive eighty-five percent (85%) of the
remaining assets of the Corporation, pro rata among the holders of Common Stock
in proportion to the number of shares of such stock owned by each such holder.

                  (c)   For purposes of this Certificate of Designations, (i)
any merger, reorganization or consolidation of the Corporation into or with any
other corporation or entity (including a stock for stock exchange or stock for
cash exchange), or (ii) a sale, conveyance, transfer, license, lease, abandon or
other disposition or transfer of all or substantially all of the assets of the
Corporation, in one or more related transactions shall be deemed a Liquidation
Event of the Corporation; provided, however, that a Liquidation Event shall not
be deemed to have occurred if, (x) for the purposes of clause (c)(ii) above, the
holders of capital stock of the Corporation immediately prior thereto shall,
immediately thereafter, hold as a group the right to cast at least a majority of
votes of all holders of voting securities of the resulting or surviving
corporation or entity on any matter on which any such holder of voting
securities shall be entitled to vote, (y) the merger or consolidation involves
only a change in the state of incorporation of the Corporation, or (z) the
merger of the Corporation is with or into a wholly-owned Subsidiary (as
hereinafter defined) of the Corporation.

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         4.       Redemption.

                  (a)   Mandatory Redemption. The Corporation shall redeem all
shares of Series C Preferred Stock on the seventh (7th) anniversary (the
"Mandatory Redemption Date") of the Series C Issuance Date at the Redemption
Price. The Series C Preferred Stock to be redeemed on the Redemption Date shall
be redeemed by paying for each share, in cash, out of any assets of the
Corporation legally available therefor, an amount equal to the sum of (i) the
Series C Liquidating Preference Payment and (ii) an amount equal to (A) fifteen
percent (15%) of the Fair Market Value (as defined below) of all of the issued
and outstanding shares of Common Stock divided by (B) the number of issued and
outstanding shares of Series C Preferred Stock (such sum referred to as the
"Redemption Price"). Such payment shall be made in full on the Redemption Date
to the holders entitled thereto. For purposes of this Section 4, "Fair Market
Value" of the Common Stock shall mean the fair market valuation of all of the
issued and outstanding shares of the Common Stock performed by an investment
bank with a globally recognized standing (it being understood that such
investment bank shall be either Merrill Lynch & Co. or Credit Suisse First
Boston (including any successor by merger or operation of law of such investment
banks)) (the "Appraiser"), mutually agreeable to the Corporation and the holders
of a majority of the then outstanding shares of Series C Preferred Stock and
such fair market valuation to be determined by the Appraiser on a going concern
basis, as between a willing buyer and a willing seller, taking into account all
relevant factors determinative of value (without any discount of such value for
minority interest, illiquidity, or other factors relevant to such share), using
valuation techniques then prevailing in the securities industry and assuming
full disclosure of all relevant information and a reasonable period of time for
effectuating such sale. The Fair Market Value of the Common Stock as determined
by the Appraiser shall be final and binding. The fees and expenses of the
Appraiser shall be paid by the Corporation.

                  (b)   Optional Redemption. At any time and from time to time
after the Series C Issuance Date and prior to the Mandatory Redemption Date, the
Corporation shall have the right to redeem all, and no less than all, of the
outstanding shares of Series C Preferred Stock on such date (the "Optional
Redemption Date") at the Redemption Price upon written notice as provided in
Section 4(c). In connection with any optional redemption pursuant to this
Section 4(b), the portion of the Redemption Price referred to in Section
4(a)(ii) may be paid, at the option of the holder of Series C Preferred Stock,
either in cash or by the issuance to such holder of Series C Preferred Stock of
duly authorized, validly issued, fully-paid and nonassessable shares of Common
Stock. The aggregate number of shares of Common Stock issuable to such holder of
Series C Preferred Stock hereunder shall be equal to (i) the amount calculated
pursuant to Section 4(a)(ii)(A) divided by (ii) the quotient of (A) the Fair
Market Value of all of the issued and outstanding shares of Common Stock divided
by (B) the number of issued and outstanding shares of Common Stock.

                  (c)   Mechanics of Redemption. At least 30 but not more than
60 days prior to the Redemption Date written notice (the "Redemption Notice")
shall be given by the Corporation by mail, postage prepaid, or by facsimile or
email transmission, to each holder of record (at the close of business on the
business day next preceding the day on which the Redemption Notice is given) of
shares of Series C Preferred Stock notifying such holder of the redemption and
specifying the Redemption Price, the Redemption Date, the place where said
Redemption Price shall be payable and (if applicable) whether any portion of the
Redemption Price will be paid in

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shares of Common Stock pursuant to Section 4(b). The Redemption Notice shall be
addressed to each holder at his address as shown by the records of the
Corporation. From and after the close of business on the Redemption Date, unless
there shall have been a default in the payment of the Redemption Price, all
rights of holders of such shares of Series C Preferred Stock subject to
redemption (except the right to receive the Redemption Price) shall cease with
respect to such shares, and such shares shall not thereafter be transferred on
the books of the Corporation or be deemed to be outstanding for any purpose
whatsoever. Any shares of Series C Preferred Stock redeemed pursuant to this
Section 4 or otherwise acquired by the Corporation in any manner whatsoever
shall be canceled and shall not under any circumstances be reissued; and the
Corporation may from time to time take such appropriate corporate action as may
be necessary to reduce accordingly the number of authorized shares of Series C
Preferred Stock. If the Corporation fails for any reason to redeem the total
number of outstanding shares of Series C Preferred Stock on such Redemption Date
(a "Non-Redemption Event"), the shares of Series C Preferred Stock not redeemed,
shall remain outstanding and shall be entitled to all rights and preferences
provided herein.

                  (d)   Non-Redemption Event. Immediately upon the occurrence of
a Non-Redemption Event, the number of directors of the Corporation shall be
increased by four (or such higher number so that the sum of such additional
directors (collectively, the "Series C Directors") shall constitute a majority
of the Board), and the holders of the outstanding shares of Series C Preferred
Stock shall be entitled to elect such Series C Directors until there shall be
legally available funds of the Corporation to redeem the outstanding shares of
Series C Preferred Stock subject to redemption under this Section 4 and such
redemption is effected. Upon the occurrence of a Non-Redemption Event, the Board
shall immediately call a special meeting of all holders of Series C Preferred
Stock for the purpose of electing the Series C Directors and the holders of the
Series C Preferred Stock shall have the right to vote, as a single class, to
elect by a majority vote of the then outstanding Series C Preferred Stock, the
Series C Directors although less than a quorum. Upon redemption of all
outstanding Series C Preferred Stock subject to redemption under this Section 4,
the term of office of each Series C Director elected by the holders of the
Series C Preferred Stock pursuant to such special voting right shall forthwith
terminate and the number of directors constituting the entire Board shall be
reduced by the number of the Series C Directors. So long as the Non-Redemption
Event shall continue, any vacancy in the office of a Series C Director may be
filled by written consent of the Series C Directors remaining in office or, if
none remains in office, by vote of the holders of a majority of the outstanding
shares of Series C Preferred Stock. As long as the Non-Redemption Event shall
continue, holders of any of the outstanding capital stock (other than the Series
C Preferred Stock) of the Corporation entitled to vote on the election of
directors shall not be entitled to vote on the election or removal of the Series
C Directors.

         5.       Offer to Purchase.

                  (a)   Promptly after the occurrence of (i) a Change of Control
(as hereinafter defined) or (ii) a Cash Transaction (as hereinafter defined)
(the date of such occurrence being the "Offer Date"), the Corporation shall
commence (or cause to be commenced) an offer to purchase for cash all
outstanding shares of Series C Preferred Stock pursuant to the terms described
in Section 5(c) (the "Offer") at a purchase price per share equal to the
Redemption Price, and shall

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purchase (or cause the purchase of) any shares of Series C Preferred Stock
tendered in the Offer pursuant to the terms hereof.

                  (b)   Prior to the mailing of the notice referred to in
Section 5(c) and promptly following the calculation of the applicable Redemption
Price, but in any event within 45 days following the date on which a Change of
Control or Cash Transaction has occurred, the Corporation shall (i) promptly
determine if the purchase of the Series C Preferred Stock would violate or
constitute a default under the indebtedness of the Corporation or the terms of
any other series of the Corporation's outstanding preferred stock and (ii)
either shall repay to the extent necessary all such indebtedness or preferred
stock of the Corporation that would prohibit the repurchase of the Series C
Preferred Stock pursuant to a Offer or obtain any requisite consents or
approvals under instruments governing any indebtedness or preferred stock of the
Corporation to permit the repurchase of the Series C Preferred Stock for cash.
The Corporation shall first comply with this Section 5(b) before it shall
repurchase any Series C Preferred Stock pursuant to this Section 5.

                  (c)   Within 45 days following the date on which a Change in
Control or Cash Transaction has occurred, the Corporation shall send, by
first-class mail, postage prepaid, a notice to each holder of Series C Preferred
Stock. If applicable, such notice shall contain all instructions and materials
necessary to enable such holders to tender Series C Preferred Stock pursuant to
the Offer. Such notice shall state:

                        (i)     that a Change of Control or Cash Transaction has
occurred, that an Offer is being made pursuant to this Section 5 and that all
Series C Preferred Stock validly tendered and not withdrawn will be accepted for
payment;

                        (ii)    the Redemption Price and the purchase date
(which must be no earlier than 30 days nor later than 60 days from the date such
notice is mailed, other than as may be required by law) (the "Payment Date");

                        (iii)   that any shares of Series C Preferred Stock not
tendered will continue to accrue dividends;

                        (iv)    that, unless the Corporation defaults in making
payment therefor, any share of Series C Preferred Stock accepted for payment
pursuant to the Offer shall cease to accrue dividends after the Payment Date;

                        (v)     that holders electing to have any share of
Series C Preferred Stock purchased pursuant to the Offer will be required to
surrender stock certificates representing such shares of Series C Preferred
Stock, properly endorsed for transfer, together with such other customary
documents as the Corporation may reasonably request at the address specified in
the notice prior to the close of business on the business day prior to the
Payment Date;

                        (vi)    that holders will be entitled to withdraw their
election if the Corporation receives, not later than five (5) business days
prior to the Payment Date, a facsimile transmission or letter setting forth the
name of the holder, the number of shares of Series C Preferred Stock the holder
delivered for purchase and a statement that such holder is withdrawing its
election to have such shares of Series C Preferred Stock purchased;

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                        (vii)   that holders who tender only a portion of the
shares of Series C Preferred Stock represented by a certificate delivered will,
upon purchase of the shares tendered, be issued a new certificate representing
the unpurchased shares of Series C Preferred Stock; and

                        (viii)  the circumstances and relevant facts regarding
such Change of Control or Cash Transaction (including information with respect
to pro forma historical income, cash flow and capitalization after giving effect
to such Change of Control).

                  (d)   The Corporation will comply with any tender offer rules
under the Exchange Act which then may be applicable in connection with any offer
made by the Corporation to repurchase the shares of Series C Preferred Stock as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Certificate of
Designations, the Corporation shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligation under
this Certificate of Designations by virtue thereof.

                  (e)   On the Payment Date, the Corporation shall (i) accept
for payment the shares of Series C Preferred Stock validly tendered pursuant to
the Offer, (ii) pay to the holders of shares so accepted the purchase price
therefor in cash and (iii) cancel each surrendered certificate and retire the
shares represented thereby. Unless the Corporation defaults in the payment for
the shares of Series C Preferred Stock tendered pursuant to the Offer, dividends
will cease to accrue with respect to the shares of Series C Preferred Stock
tendered and all rights of holders of such tendered shares will terminate,
except for the right to receive payment therefor on the Payment Date.

                  (f)   To accept the Offer, the holder of a share of Series C
Preferred Stock shall deliver, prior to the close of business on the business
day prior to the Payment Date, written notice to the Corporation (or an agent
designated by the Corporation for such purpose) of such holder's acceptance,
together with certificates evidencing the shares of Series C Preferred Stock
with respect to which the Offer is being accepted, duly endorsed for transfer.

                  (g)   Notwithstanding anything contained in this Section 5,
the Corporation shall not commence any Offer until the 11 1/4% First Mortgage
Notes due 2005 have been repurchased or redeemed.

                  (h)   For purposes of this Section 5:

                        (i)     "Cash Transaction" shall mean: at any time on or
after April 1, 2006 any (A) issuance of any equity security of the Corporation
or any of its Subsidiaries (other than to the Corporation or a wholly-owned
Subsidiary of the Corporation), or any other security exercisable for or
convertible into an equity security of the Corporation or any of its
Subsidiaries, in which the net cash proceeds to the Corporation or its
Subsidiaries (after repayment of any Indebtedness that is payable as a result of
such issuance) exceed $10,000,000, (B) sale, lease, assignment, transfer or
other conveyance of all or a material part of the Corporation's and its
Subsidiaries' properties or assets, in which the cash proceeds to the
Corporation or its Subsidiaries (after repayment of any Indebtedness that is
payable as a result of such sale, lease, assignment, transfer or other
conveyance) exceed $10,000,000, or (C) incurrence of Indebtedness

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(as hereinafter defined), (other than Refinancing Indebtedness) in which the
cash proceeds to the Corporation or its Subsidiaries exceed $10,000,000;

                        (ii)    "Change of Control" shall mean: (A) the sale,
lease, transfer, conveyance, other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Corporation and its Subsidiaries taken as
a whole to any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act, (B) the consummation of any transaction (including any merger or
consolidation) the result of which is that (1) any "person" (as defined above)
other than a holder of Series C Preferred Stock as of the earliest Series C
Issuance Date becomes the beneficial owner (as determined in accordance with
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person will be
deemed to have beneficial ownership of all shares that such person has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 50% of the Voting
Securities of the Corporation, other than in connection with an underwritten
public offering of securities of the Corporation or (2) the holders of Voting
Securities become entitled to receive less than 50% of the voting power of
holders of the equity securities of the surviving entity; or (C) the first day
on which a majority of the members of the Board of Directors of the Corporation
(other than any Series C Directors) are not Continuing Directors;

                        (iii)   "Continuing Director" shall mean as of any date,
any member of the Board of Directors who (A) is a member of the Board Directors
as of the earliest Series C Issuance Date or (B) is nominated for election to
the Board of Directors with the approval of at least two-thirds of the
Continuing Directors who were members of the Board of Directors at the time of
such nomination or election;

                        (iv)    "Refinancing Indebtedness" shall mean
Indebtedness (as hereinafter defined in Section 7(b)) issued in exchange for, or
the net proceeds of which are used to extend, renew, replace, defease or refund,
other Permitted Indebtedness (as hereinafter defined) of the Corporation;
provided, that (A) the principal amount (or accreted value, if applicable) of
such Refinancing Indebtedness does not exceed the principal amount of the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus the amount of reasonable expenses incurred in connection therewith); (B)
such Refinancing Indebtedness has a final maturity date no earlier than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; (C) the obligor
of such Refinancing Indebtedness shall be the same Person as the obligor of the
refinanced Indebtedness, and no new co-obligors or guarantors shall be parties
to such Refinancing Indebtedness; and (D) the covenants binding upon the
Corporation in respect of such Refinancing Indebtedness shall not be less
favorable to the Corporation than those contained in the documentation governing
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;

                        (v)     "Voting Securities" shall mean securities of the
Corporation ordinarily having the power to vote for the election of directors of
the Corporation, including but not limited to the Common Stock and all series of
capital stock the holders of which have the right to vote with holders of the
Common Stock as a class; and

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                        (vi)    "Weighted Average Life to Maturity" means, when
applied to any Indebtedness at any date, the number of years obtained by
dividing (A) the sum of the product obtained by multiplying (1) the amount of
each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment of final maturity, in respect thereof,
by (2) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (B) the then
outstanding principal amount of such Indebtedness.

                  (i)   A "Non-Compliance Event" shall occur if the Corporation
fails to comply with its obligations pursuant to this Section 5 and shall
continue until the Corporation cures the event or circumstances giving rise to
such non-compliance. Immediately upon the occurrence of a Non-Compliance Event,
the number of directors of the Corporation shall be increased by four Series C
Directors (or such higher number so that the sum of such additional Series C
Directors shall constitute a majority of the Board), and the holders of the
outstanding shares of Series C Preferred Stock shall be entitled to elect such
Series C Directors until the Corporation shall have completed the Offer as
required by this Section 5 or shall have effected a redemption of all of
outstanding shares of Series C Preferred Stock under Section 4. Upon the
occurrence of a Non-Compliance Event, the Board shall immediately call a special
meeting of all holders of Series C Preferred Stock for the purpose of electing
the Series C Directors and the holders of the Series C Preferred Stock shall
have the right to vote, as a single class, to elect by a majority vote of the
then outstanding Series C Preferred Stock, the Series C Directors although less
than a quorum. Upon completion of the Offer as required by this Section 5 or
redemption of all outstanding Series C Preferred Stock subject to redemption
under Section 4, the term of office of each Series C Director elected by the
holders of the Series C Preferred Stock pursuant to such special voting right
shall forthwith terminate and the number of directors constituting the entire
Board shall be reduced by the number of the Series C Directors. So long as the
Non-Compliance Event shall continue, any vacancy in the office of a Series C
Director may be filled by written consent of the Series C Directors remaining in
office or, if none remains in office, by vote of the holders of a majority of
the outstanding shares of Series C Preferred Stock. As long as the
Non-Compliance Event shall continue, holders of any of the outstanding capital
stock (other than the Series C Preferred Stock) of the Corporation entitled to
vote on the election of directors shall not be entitled to vote on the election
or removal of the Series C Directors.

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         6.       Voting Rights; Board of Directors. Except as may be otherwise
provided in these terms of the Series C Preferred Stock, in the Certificate of
Incorporation of the Corporation or required by law, the Series C Preferred
Stock shall vote together with all other classes and series of stock of the
Corporation as a single class on all actions to be taken by the stockholders of
the Corporation. The votes of the holders of Series C Preferred Stock, in the
aggregate, shall constitute fifteen percent (the "Series C Voting Percentage")
of the total aggregate votes entitled to vote on any such action, and with
respect to such vote, such holder shall have full voting rights and powers equal
to the voting rights and powers of the holders of Common Stock. Each holder of
Series C Preferred Stock shall have the right to vote its pro rata portion of
the Series C Voting Percentage. Each holder of Series C Preferred Stock shall be
entitled to notice of any stockholders' meeting in accordance with the By-Laws
of the Corporation.

         7.       Protective Provisions.

                  (a)   The Corporation shall not, without the affirmative vote
or written consent of the holders of a majority of the then outstanding shares
of Series C Preferred Stock, voting or consenting as a separate class:

                        (i)     enter into or amend (or permit any Subsidiary to
enter into or amend) any loan, contract, agreement, commitment, understanding or
other transaction involving the payment in excess of $1,000,000 with any person
who directly or indirectly controls, is controlled by or is under common control
with the Corporation or any officer, director, partner or employee of the
Corporation or any affiliates of any of the foregoing persons other than
pursuant to, or extensions or renewals of, on the same terms, of contracts in
effect on the date hereof;

                        (ii)    make (or permit any Subsidiary to make) any
Restricted Payment;

                        (iii)   borrow (or permit any Subsidiary to borrow) any
funds or otherwise become subject to (or permit any Subsidiary to become subject
to), whether directly or by way of guarantee or otherwise, any Indebtedness (as
hereinafter defined) in excess of $1,000,000, except for Permitted Indebtedness
(as defined below);

                        (iv)    create any lien, claim or encumbrance on any of
the properties of the Corporation or its Subsidiaries, other than in connection
with Permitted Indebtedness and liens securing taxes, assessments, regulatory or
administrative charges or levies or the claims of materialmen, carriers,
landlords and like persons which are not yet due and payable;

                        (v)     engage in any reclassification, recapitalization
or other change in respect of any shares of capital stock of the Corporation;

                        (vi)    acquire any assets (whether by means of an asset
purchase, stock purchase or merger), other than in the ordinary course of
business, or engage in any other acquisition that is material to the Corporation
and any of its Subsidiaries, taken as a whole;

                        (vii)   merge or consolidate with or into, or permit any
Subsidiary to merge or consolidate with or into, any other corporation,
corporations, entity or entities (except a wholly-owned Subsidiary of the
Corporation may merge or consolidate with or into any other wholly-owned
Subsidiary of the Corporation); or sell, convey, mortgage, license, pledge,

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abandon, transfer, lease or otherwise dispose of all or substantially all of the
Corporation's and its Subsidiaries' properties or assets, in one or more related
transactions;

                        (viii)  convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets (including, without
limitation, tax benefits, receivables and leasehold interests) whether now owned
or hereafter acquired (or permit any Subsidiary to engage in any of the
foregoing activities) except: (A) for the sale or other disposition of any
property that has become obsolete or worn out and is disposed of in the ordinary
course of business, (B) for sales or other dispositions of inventory made in the
ordinary course of business, (C) for Cash Transactions, provided that the
Corporation complies with its obligations pursuant to Section 5 in connection
therewith;

                        (ix)    make any advance, loan, extension of credit or
capital contribution to, or purchase any stock, bonds, notes, debentures or
other securities of, or make any other investment in, any persons except that:
(A) the Corporation may make investments in, or loans or advances to, any
wholly-owned Subsidiaries and any wholly-owned Subsidiaries may make investments
in, or loans or advances to, the Corporation and (B) the Corporation or its
wholly-owned Subsidiaries may acquire and hold receivables owing to it, if
created in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms;

                        (x)     make or commit to make any capital expenditures
for the Corporation and/or any of its Subsidiaries exceeding $1,000,000 in any
fiscal year to the extent not included in the annual budget for such fiscal year
approved by the holders of a majority of the Series C Preferred Stock;

                        (xi)    permit to exist any limitations on the payment
of dividends or distributions by the Corporation with respect to the Series C
Preferred Stock or by any of the Corporation's Subsidiaries, except for
restrictions existing in Indebtedness outstanding on the Series C Issuance Date
(or any Refinancing Indebtedness);

                        (xii)   amend, alter, change, repeal or waive any
provision of its Certificate of Incorporation (whether by way of a certificate
of Designations or otherwise) or this Certificate of Designations or its By-laws
in any manner (whether by merger, consolidation or otherwise), that would
adversely affect the rights, preferences or privileges of the Series C Preferred
Stock;

                        (xiii)  effect any liquidation, dissolution or winding
up of the Corporation;

                        (xiv)   create or authorize the creation of or issue
(including, without limitation, by way of recapitalization), or obligate itself
or any Subsidiary to authorize or issue any shares of any series of preferred
stock of the Corporation or any such Subsidiary, or any other security
exercisable for or convertible into any shares of any series of preferred stock
of the Corporation or any Subsidiary, whether any such creation or authorization
shall be by means of amendment of the Certificate of Incorporation (whether by
way of a certificate of Designations or otherwise) or of this Certificate of
Designations or by merger, consolidation other otherwise thereof; or

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                        (xv)    enter into any contract, agreement, commitment
or understanding with respect to any of the foregoing.

                  (b)   For the purposes hereof:

                        (i)     "Indebtedness" shall mean (A) all indebtedness
for borrowed money, contingent or otherwise; (B) that portion of obligations
with respect to capital leases that is properly classified as a liability on a
balance sheet in conformity with generally accepted accounting
principles("Capital Lease Obligations"); (C) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money; (D) any obligation owed for all or any part of the deferred
purchase price of property or services if the purchase price is due more than
six (6) months from the date the obligation is incurred or is evidenced by a
note or similar written instrument; (E) obligations under forward contracts,
future contracts, swaps, options or other financing agreements or arrangements
the value of which is dependent upon interest rates, currency exchange rates,
commodities or other indices; (F) all indebtedness secured by any lien on any
property or asset owned or held by the Corporation or any of its Subsidiaries,
regardless of whether the indebtedness secured thereby shall have been assumed
by the Corporation or any of its Subsidiaries or is nonrecourse to the credit of
the Corporation or any of its Subsidiaries; and (G) any guarantee or obligation
with respect to any third party Indebtedness;

                        (ii)    "Permitted Indebtedness" shall mean: (A)
Indebtedness existing on the date hereof; (B) the incurrence by the Company or
any of its Subsidiaries of Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund Permitted Indebtedness; (C) the incurrence by the Company and its
Subsidiaries, in the ordinary course of business, of Indebtedness in connection
with Capital Lease Obligations or purchase money Indebtedness incurred for the
acquisition of equipment in the ordinary course of business, in the aggregate
amount not to exceed $5,000,000 incurred after the date hereof at any one time
outstanding, and (D) the incurrence by the Corporation or its Subsidiaries of
Indebtedness for vendor accounts payable in the ordinary course of business;

                        (iii)   "Restricted Payment" shall mean (A) the
declaration or payment of any dividends or any other distributions of any sort
in respect of capital stock of the Corporation ranking junior to the Series C
Preferred Stock as to dividends or upon liquidation (including any payment in
connection with any merger or consolidation) or any similar payment to the
direct or indirect holders of its capital stock ranking junior to the Series C
Preferred Stock as to dividends or upon liquidation (other than dividends or
distributions on such capital stock which are payable solely in capital stock of
the Corporation (other than redeemable capital stock or exchangeable capital
stock), and dividends or distributions payable solely to the Corporation), (B)
the purchase, redemption or other acquisition or retirement for value of any of
the Corporation's capital stock (other than the Series C Preferred Stock) or the
exercise by the Corporation of any option to exchange any capital stock that by
its terms is exchangeable solely at its option, or (C) the setting apart of
money or other property by the Corporation for any redemption, purchase or other
analogous fund for the redemption, purchase or acquisition of any of its capital
stock (other than the Series C Preferred Stock); and

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                        (iv)    "Subsidiary" shall mean: (A) any corporation,
association or other business entity of which 50% or more of the total voting
power of all voting securities is at the time owned or controlled, directly or
indirectly, by the Corporation or one or more of the other Subsidiaries of the
Corporation (or a combination thereof) and (B) any partnership or limited
liability company (1) the sole general partner or the managing general partner
or member of which is the Corporation or a Subsidiary of the Corporation or (2)
the only general partners or members of which are the Corporation or of one or
more Subsidiaries of the Corporation (or any combination thereof).

         8.       No Impairment. Without the prior written consent of the
holders of a majority of Series C Preferred Stock, the Corporation will not, by
amendment of the Certificate of Designations or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Certificate of Designations and in
the taking of all such action as may be necessary or appropriate in order to
protect the conversion rights of the holders of Series C Preferred Stock against
impairment.

         9.       Severability of Provisions. Whenever possible, each provision
of this Certificate of Designations shall be interpreted in a manner as to be
effective and valid under applicable law, but if any provision hereof is held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating or otherwise adversely affecting the remaining provisions hereof.
If a court of competent jurisdiction should determine that a provision hereof
would be valid or enforceable if a period of time were extended or shortened or
a particular percentage were increased or decreased, then such court may make
such change as shall be necessary to render the provision in question effective
and valid under applicable law.

         10.      Amendment, Waiver or Discharge. Except as otherwise expressly
provided herein, neither this Certificate of Designations nor any term hereof
may be amended, waived, modified, discharged or terminated without the written
consent or affirmation vote of the holders of a majority of the outstanding
shares of Series C Preferred Stock. Notwithstanding anything to the contrary
contained herein, no provision of this Certificate of Designations that applies
to any person or entity specifically designated by name shall be amended,
waived, discharged or terminated without the written consent of such named
person or entity.

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                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be duly executed as of the 30th day of August,
2002.

                                        ANCHOR GLASS CONTAINER
                                        CORPORATION

                                        By: /s/ Richard M. Deneau
                                            --------------------------------
                                            Name:  Richard M. Deneau
                                            Title: President